Skip to main content

6-K

Chaince Digital Holdings Inc. (CD)

6-K 2021-01-11 For: 2021-01-11
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER

PURSUANT TORULE 13a-16 OR 15d-16 UNDER

THE SECURITIESEXCHANGE ACT OF 1934


For the month of January 2021

Commission File Number 001-36896

MERCURITY FINTECHHOLDING INC.


Room 003, Floor 15, Building No.1 B

No. 38 Zhongguancun Avenue

Haidian District, Beijing 100086People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x           Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Mercurity Fintech Holding Inc.
By : /s/ Erez Simha
Name : Erez Simha
Title : Chief Financial Officer

Date: January 11, 2021

EXHIBIT INDEX

Exhibit 99.1—Notice of Extraordinary General Meeting

Exhibit 99.2—Proxy Card for Extraordinary General Meeting

Exhibit 99.3—Voting Card for ADS Holders

Exhibit 99.1

Mercurity Fintech HoldingInc.

(Incorporated in theCayman Islands with limited liability)

(Nasdaq Ticker: MFH)

––––––

NOTICE OF EXTRAORDINARYGENERAL MEETINGto be held on February 5, 2021(or any adjourned or postponed meeting thereof)

NOTICEIS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Mercurity FintechHolding Inc. (the “Company”) will be held at Room 536, 5^th^ Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China on February 5, 2021 at 10:00 a.m. (local time), for the purposes of considering and, if thought fit, passing the following ordinary resolutions:

1. AN ORDINARY RESOLUTION that the authorized share capital of the Company be increased from<br>US$50,000 divided into 5,000,000,000 ordinary shares with a par value of US$0.00001 each (each an "Ordinary Share")<br>to US$250,000 divided into 25,000,000,000 Ordinary Shares, by the creation of an additional 20,000,000,000 Ordinary Shares each<br>to rank pari passu in all respects with the existing Ordinary Shares.
2. AN ORDINARY RESOLUTION that the following nominees be re-elected<br>as members of the board of directors of the Company:
--- ---
Name Title FOR AGAINST ABSTAIN
--- --- --- --- ---
Hua Zhou Director and Chairperson of the Board of Directors
Haohan Xu Director
Longming Wu Director
Huimin Wang Director
Xiaoyu Li Director
Tony C. Luh Director
Paul L. Gillis Director
Yuan-Ching (Samuel) Shen Director

The board of directors of the Company has fixed the close of business on January 12, 2021 as the record date (Eastern Standard Time) (the “RecordDate”) for determining the shareholders entitled to receive notice of the EGM or any adjournment or postponement thereof.

Holders of record of our ordinary shares at the close of business on the Record Date are entitled to attend, and to vote at, the EGM and any adjournment or postponement thereof in person. Beneficial owners of the Company’s ADSs are welcome to attend the EGM in person but must act through Citibank, N.A., the depositary of the Company’s ADS program to exercise their voting rights for the underlying ordinary shares. In order to assist us in our preparation for the annual general meeting, please RSVP by email to ir@mercurity.com.

By Order of the Board of Directors,
Mercurity Fintech Holding Inc.
By: /s/ Hua Zhou
Name: Hua Zhou
Title: Chairperson of the Board

Beijing, China

January 11, 2021

Exhibit 99.2

MercurityFintech H****olding Inc.

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: MFH)

Form of Proxy for ExtraordinaryGeneral Meeting

to be held on February 5, 2021

(or any adjourned or postponed meeting thereof)

Introduction

This Form of Proxy is furnished in connection with the solicitation by the board of directors of Mercurity Fintech Holding Inc., a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares of the Company, par value US$0.00001 per share (the “Shares”), to be exercised at the extraordinary general meeting of the Company (the “EGM”) to be held at Room 536, 5^th^ Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China on February 5, 2021 at 10:00 a.m. (local time), and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying Notice of Extraordinary General Meeting.

Only the holders of record of the Shares at the close of business on January 12, 2021 (Eastern Standard Time) (the “Record Date”) are entitled to receive notice of and to vote at the EGM. In respect of the matter requiring shareholders’ vote at the EGM. The necessary quorum of the EGM shall be two persons together holding, or representing by proxy or (in the case of a Member being a corporation) by its duly authorised representative, not less than one-third in nominal value of the total issued voting shares in the Company. This Form of Proxy and the accompanying Notice of Extraordinary General Meeting are first being mailed to the shareholders of the Company on or about January 12, 2021.

The Shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated. If no instruction is given in a properly executed proxy returned to the Company, the proxy holder named therein will be entitled to vote or abstain at his/her discretion. As to any other business that may properly come before the EGM, all properly executed proxies will be voted by the proxy holders named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the EGM. However, if any other matter properly comes before the EGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its office at Room 003, Floor 15, Building No.1 B, No. 38 Zhongguancun Avenue, Haidian District, Beijing, People’s Republic of China, or (ii) by voting in person at the EGM.

To be valid, thisForm of Proxy must be completed, signed and delivered to the Company’s office at Room 003, Floor 15, Building No.1 B, No.38 Zhongguancun Avenue, Haidian District, Beijing, People’s Republic of China as soon as possible and in any event no laterthan 48 hours before the time of the EGM.

MercurityFintech H****olding Inc.

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: MFH)

Form of Proxy for ExtraordinaryGeneral Meeting

to be held on February 5, 2021

(or any adjourned or postponed meeting thereof)

I/We__________________________of ____________________________, being the registered holder of ________________________ordinary shares, par value US$0.00001 per share, of Mercurity Fintech Holding Inc. (the “Company”), hereby appoint the Chairman of the Extraordinary General Meeting^1^ or ___________________________ of ______________________________as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at Room 536, 5^th^ Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China on February 5, 2021 at 10:00 a.m. (local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

No. RESOLUTIONS AGAINST^2^ ABSTAIN^2^
1. As an ordinary resolution that the authorized share capital of the Company be increased from US50,000 divided into 5,000,000,000 ordinary shares with a par value of US0.00001 each (each an "Ordinary Share") to US250,000 divided into 25,000,000,000 Ordinary Shares, by the creation of an additional 20,000,000,000 Ordinary Shares each to rank pari passu in all respects with the existing Ordinary Shares.

All values are in US Dollars.

1.If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

^2^ IMPORTANT:If you wish to vote for the resolution, tick the box marked “FOR”. If you wish to vote against the resolution, tickthe box marked “AGAINST”. If you wish to abstain from voting on the resolution, tick the box marked “ABSTAIN”.

2. As an ordinary resolution that the following nominees be re-elected as members of the board of directors of the Company:
Name Title FOR AGAINST ABSTAIN
Hua Zhou Director and Chairperson of the Board of Directors
Haohan Xu Director
Longming Wu Director
Huimin Wang Director
Xiaoyu Li Director
Tony C. Luh Director
Paul L. Gillis Director
Yuan-Ching (Samuel) Shen Director
Dated _______________, 2021 Signature(s)^3^:
--- ---

^3^ This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized to sign the same.

Exhibit 99.3

Extraordinary General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on February 1, 2021 for action to be taken. 2021 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES Mercurity Fintech Holding Inc. (formerly known as "JMU Limited" and "Wowo Limited") (the “Company”) ADS CUSIP No.: 58936H109. ADS Record Date: January 12, 2021. Meeting Specifics:Extraordinary General Meeting (or at any adjourned or postponed meeting thereof) to be held on February 5, 2021 at 10:00 a.m. (local time) at Room 536, 5th Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China (the “Meeting”). Meeting Agenda:Please refer to the Company’s Notice of Meeting enclosed herewith. Depositary: Citibank, N.A. Deposit Agreement: Deposit Agreement, dated as of April 13, 2015, as amended by Amendment No. 1 dated July 31, 2018, and as further amended by Amendment No. 2 dated May 1, 2020. Deposited Securities:Ordinary shares, par value US$0.00001 per share, of the Company. Custodian:Citibank, N.A. - Hong Kong. The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified above (such American Depositary Shares, the “ADSs”), acknowledges receipt of a copy of the Depositary’s Notice of Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. Please note that pursuant to Section 4.10, of the Deposit Agreement, under the Articles of Association of the Company (as in effect on the date hereof), a poll may be demanded by the chairman of the Meeting or any other member present in person or or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the Meeting. Please further note that, as set forth in Section 4.10 of the Deposit Agreement, in the event voting takes place by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the event of voting by poll, Deposited Securities for which no timely voting instructions have been received will not be voted (but all Deposited Securities will be represented at the meeting for quorum purposes if any timely voting instructions have been received from Holders). Please also note that, in accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. The Depositary shall, if so requested in writing by the Company, represent all Deposited Securities for the sole purpose of establishing a quorum at a meeting of shareholders. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instructions must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.
Ordinary Resolutions 1.AN ORDINARY RESOLUTION that the authorized share capital of the Company be increased from US$50,000 divided into 5,000,000,000 ordinary shares with a par value of US$0.00001 each (each an "Ordinary Share") to US$250,000 divided into 25,000,000,000 Ordinary Shares, by the creation of an additional 20,000,000,000 Ordinary Shares each to rank pari passu in all respects with the existing Ordinary Shares. 2.AN ORDINARY RESOLUTION that the following nominees be re-elected as members of the board of directors of the Company: 2.1.Hua Zhou as a Director and Chairperson of the Board of Directors 2.2.Haohan Xu as a Director 2.3.Longming Wu as a Director 2.4.Huimin Wang as a Director 2.5.Xiaoyu Li as a Director 2.6.Tony C. Luh as a Director 2.7.Paul L. Gillis as a Director 2.8.Yuan-Ching (Samuel) Shen as a Director The Depositary has been advised by the Company that its Board of Directors recommends a “FOR” vote for the resolutions. The Company's Notice of Meeting and related materials are available through the Company's website, at http://ir.mercurity.com/. A IssuesMercurity Fintech Holding Inc. For Against Abstain Resolution 1 Resolution 2.1 Resolution 2.2 Resolution 2.3 Resolution 2.4 Resolution 2.5 Resolution 2.6 Resolution 2.7 Resolution 2.8 B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked below as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue (unless otherwise specified in the notice distributed to holders). If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an "ABSTAIN" voting instruction for such issue. Please be sure to sign and date this Voting Instructions Card. Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such. Signature 1 - Please keep signature within the lineSignature 2 - Please keep signature within the lineDate (mm/dd/yyyy)
---